Warranties; Product Defects. Bollore shall ship and deliver all Products in saleable condition, and Bollore represents and warrants that all Products are merchantable, but makes no other representation or warranty express or implied regarding the condition of the Products. The Distributor is not authorized to extend or modify any warranty or guaranty on behalf of Bollore. All Products received by the Distributor will be inspected promptly upon receipt for damage, but in no event later than 15 days after receipt. If any Products are materially damaged, defective and not usable or saleable in the ordinary course of the Distributor's business ("Defective Products"), then the Distributor's sole and exclusive remedy (subject to the fourth paragraph of this Section 2) shall be rejection of the Defective Products with a right to a refund of the payment for such Defective Products if they have been paid for (as provided below) and without obligation to pay for such rejected portion if they have not been paid for. Except as provided below, if Bollore does not receive a written rejection from the Distributor of a shipment, or part thereof, within 15 days after delivery of such shipment, the Distributor shall be deemed irrevocably to have accepted such shipment. If the Distributor timely notifies Bollore that it rejects all or part of a shipment, Bollore, at its sole expense, shall have 30 days after receipt of such notice (a) to cure any defect by providing substitute Products or causing the Defective Products to meet its customary quality standards, or (b) to provide a credit to the Distributor for the amount due Bollore for such Defective Products or refund such amount if previously paid. Bollore shall supply either a return authorization number and return shipping instructions or instructions to destroy the Defective Products and shall ship replacement merchandise as soon as possible. Nothing herein shall prevent the Distributor from returning to Bollore for refund of the purchase price paid therefor any Product found to be manufactured defectively which is discovered by the Distributor subsequent to such inspection for damage. Notwithstanding the foregoing, if Bollore disputes the Distributor's claim that any Product does not meet Bollore's customary quality standards or is otherwise a Defective Product, the parties shall cooperate in good faith to settle the dispute amicably. If they fail to agree, the parties shall submit samples of the Product to a mutually agreed upon independent labora...
Warranties; Product Defects. Each product that has been sold or put into trade inventory and each service provided by the Seller conformed and complied in all material respects with all express and implied warranties, except where the failure to conform and comply with such warranties would not reasonably be expected to exceed the reserve for warranty claims set forth on the Balance Sheet. No products manufactured and/or sold by the Seller have been the subject of any recall by the Seller or any Governmental Authority. No liability in excess of $100,000 exists or has been asserted during the one-year period prior to the Closing Date for any return claim, warranty claim or other obligation to provide parts and service on, or to repair or replace, any finished products sold or delivered by the Seller or services provided by the Seller.
Warranties; Product Defects. Schedule 3.23 sets forth (i) specimen copies of the standard form of written warranties covering products, and (ii) a summary of the warranty expense incurred by the Company during each of the last two fiscal years. To the Knowledge of the Company, all products have been in conformity with all applicable contractual commitments and express or implied warranties. To the Knowledge of the Company, no material liability exists for any return claim, warranty claim or other obligation to provide parts and service on, or to repair or replace, any products beyond the amounts reserved for warranty expense reflected in the Audited Financial Statements. To the Knowledge of the Company, no products are now the subject of any guarantee or warranty other than the Company's standard form of written warranties. Schedule 3.23 sets forth a list of all (A) products which have been recalled, withdrawn or suspended, and (B) proceedings pending against the Company at any time since January 1, 2010 (whether such proceedings have since been completed or remain pending) seeking the recall, withdrawal, suspension or seizure of, or seeking to enjoin the Company from engaging in activities pertaining to, any product.
Warranties; Product Defects. The Seller has made available to the Purchaser: (a) a copy of the forms of written warranties covering Products sold pursuant to a Material Business Contract which have not yet expired (and which warranties may be contained in the underlying Contract) and (b) the warranty expense incurred by the Transferred Entities or by the Seller or its Affiliates with respect to the Business during each of the last three fiscal years on Section 4.22(b) of the Disclosure Letter. To the Knowledge of the Seller, all Products manufactured, distributed, sold or delivered by the Transferred Entities since January 1, 2019, in connection with the Business have been in conformity in all material respects with all applicable written warranties or, to the extent of any non-conformity (in the reasonable judgment of the Transferred Entities), have been remediated, including, but not limited to, through the payment of any warranty claims or replacement of any defective Products. To the Knowledge of the Seller, no material liability exists for any return claim, warranty claim or other obligation to provide parts and service on, or to repair or replace, any products sold or delivered by the Seller or its Affiliates in connection with the Business beyond the amounts reserved for warranty expense reflected in the Financial Statements.
Warranties; Product Defects. (a) Schedule 4.24(a) describes the warranties covering the Company’s existing product line (identifying the products or models to which each such warranty applies). The Company’s products manufactured, merchandised, serviced, distributed, sold or delivered by the Company at any time on or prior to the Closing Date have been in substantial conformity with all applicable Requirements of Law and all contractual commitments and express or implied warranties. To the Knowledge of the Company, no material liability exists for any return claim, warranty claim or other obligation to provide parts and service on, or to repair or replace, any products sold or delivered by the Company at any time on or prior to the Closing Date beyond the amounts reserved for warranty expense reflected in the Balance Sheet.
(b) Schedule 4.24(b) sets forth a list of all (i) of the Company’s products which have been recalled, withdrawn or suspended (other than (x) products discontinued or suspended in the ordinary course of business or by reason of business decisions made without regard to (1) concerns as to design or other inherent defect or risk to the safety of the users thereof or (2) concerns of any Governmental Body and (y) isolated instances with respect to particular product units which are not representative of an entire product category) since January 1, 2005 and (ii) proceedings pending against the Company at any time since January 1, 2005 (whether such proceeding have since been resolved or remain pending) seeking the recall, withdrawal, suspension or seizure of any of the Company’s products or seeking to enjoin the Company from engaging in activities pertaining to any of the Company’s products.
Warranties; Product Defects. Schedule 3.23 sets forth a summary of the written warranties concerning products, and warranty expense incurred by Cornerstone during each of the last two fiscal years. To the Knowledge of Cornerstone, all products have been in conformity with all applicable contractual commitments and express or implied warranties. To the Knowledge of Cornerstone, no material liability exists for any return claim, warranty claim or other obligation to provide parts and service on, or to repair or replace, any products beyond the amounts reserved for warranty expense reflected in the Financial Statements. To the Knowledge of Cornerstone, no products are now the subject of any guarantee or warranty other than Cornerstone’s standard form of written warranties. Schedule 3.23 sets forth a list of all (A) products which have been recalled, withdrawn or suspended, and (B) proceedings pending against Cornerstone at any time since January 1, 2011 (whether such proceedings have since been completed or remain pending) seeking the recall, withdrawal, suspension or seizure of, or seeking to enjoin Cornerstone from engaging in activities pertaining to, any product.
Warranties; Product Defects. (a) Schedule 5.24(A) sets forth (i) a specimen copy of the form of written warranties covering Products which have not yet expired (identifying Products or models to which each such warranty applies) and (ii) a summary of the warranty expense incurred by Sellers with respect to the Business during each of its last three fiscal years and from January 1, 2011 through September 30, 2011. All Products have been manufactured, serviced, distributed or sold by Sellers in material conformity with all of Sellers’ applicable contractual commitments and express or implied warranties. To Sellers’ Knowledge, no material liability exists for any return claim, warranty claim or other obligation to provide parts and service on, or to repair or replace, any products sold or delivered by Sellers at any time on or prior to the Closing Date beyond the amounts reserved for warranty expense reflected in the Balance Sheet or expected to be reflected in the Valuation Date Working Capital Statement. No Products heretofore sold by Sellers are now the subject of any guarantee or warranty other than Sellers’ standard form of written warranties, except as specifically described in Schedule 5.24(A).
(b) Schedule 5.24(B) sets forth a list of all (i) Products which have been recalled, withdrawn or suspended (other than (x) Products discontinued or suspended in the ordinary course of Business or by reason of business decisions made without regard to (1) concerns as to design or other inherent defect or risk to the safety of the users thereof or (2) concerns of any Governmental Body and (y) isolated instances with respect to particular product units which are not representative of an entire product category) since January 1, 2006, and (ii) proceedings pending against Sellers at any time since January 1, 2006 (whether such proceeding have since been completed or remain pending) seeking the recall, withdrawal, suspension or seizure of any Products or seeking to enjoin Sellers from engaging in activities pertaining to any Products.
Warranties; Product Defects. (a) Schedule 4.24(a) sets forth a summary of the warranty expense incurred by Seller and its Subsidiaries with respect to the Business during each of its last three fiscal years and from January 1, 2007 through April 30, 2007. To the Knowledge of Seller, no material liability exists for any return claim, warranty claim or other obligation to provide parts and service on, or to repair or replace, any products sold or delivered by Seller and its Subsidiaries in connection with the Business at any time on or prior to the Closing Date beyond the amounts reserved for warranty expense reflected in the Statement of Net Assets.
(b) Schedule 4.24(b) sets forth a list of all (i) Products which have been recalled, withdrawn or suspended (other than (x) Products discontinued or suspended in the ordinary course of business or by reason of business decisions made without regard to (1) concerns as to design or other inherent defect or risk to the safety of the users thereof or (2) concerns of any Governmental Body and (y) isolated instances with respect to particular product units which are not representative of an entire product category) since January 1, 2004, and (ii) proceedings pending against Seller and its Subsidiaries at any time since January 1, 2004 (whether such proceeding have since been completed or remain pending) seeking the recall, withdrawal, suspension or seizure of any Products or seeking to enjoin Seller from engaging in activities pertaining to any Products.
Warranties; Product Defects. (a) Schedule 4.22(a) sets forth (i) a specimen copy of the form of written warranties covering Products sold by Seller (other than Products sold to Buyer) that have not yet expired (identifying Products or models and the quantities of such Products or models to which each such warranty applies) and (ii) a summary of the warranty expense incurred by the Business during each of its last three fiscal years. Except as set forth on Schedule 4.22(a), all Products manufactured, serviced, distributed, sold or delivered by the Company (other than to Buyer) in connection with the Business at any time on or prior to the Closing Date and that will still be under warranty on the Closing Date have been in material conformity with all applicable contractual commitments and express warranties; provided, however, that the foregoing will not derogate from Buyer’s obligations under Section 2.3 and the Transition Services Agreement. No Products heretofore sold by the Company (other than to Buyer) in connection with the Business are now subject to any express guarantee or warranty other than the Company’s written warranties set forth in Schedule 4.22(a).
(b) Schedule 4.22(b) sets forth a list of any Products that have been recalled, withdrawn or suspended since January 1, 2007.
Warranties; Product Defects. Schedule 5.22 sets forth a summary of the warranty expense incurred by any Acquired Company during each of 2013 and 2014. All Products manufactured, merchandised, serviced, distributed, sold or delivered by any Acquired Company over the previous three years have been in conformity in all material respects with all applicable contractual commitments and express or implied warranties. No material Liability exists for any return claim, warranty claim or other obligation to provide parts and service on, or to repair or replace, any products sold or delivered by any Acquired Company at any time on or prior to the Closing Date beyond the amounts reserved for warranty expense reflected in the Balance Sheet or expected to be reflected in the Valuation Date Working Capital Statement.
